Citigroup Inc. Announces Purchase Prices and Final Tender Results

December 10, 2012 01:18 PM Eastern Time

LONDON--(BUSINESS WIRE)--NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT
IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO
RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA.

On 21 November 2012, Citigroup Inc. (the “Company”) announced its
invitation to eligible holders (the “Noteholders”) of its
€1,500,000,000 7.375% Fixed Rate Senior Notes due 16 June 2014 (the “2014
Notes”) and €1,250,000,000 4.000% Fixed Rate Senior Notes due 26
November 2015 (the “2015 Notes”, and together with the 2014
Notes, the “Notes”) to tender their Notes for purchase by the
Company for cash (each such invitation, an “Offer”, and together,
the “Offers”).

Notes tendered and accepted pursuant to these Offers, totaling
€672,510,000, reflect Citigroup’s continued robust liquidity position
and are consistent with its recent liability management initiatives.
Year-to-date, and excluding these Offers, Citigroup has decreased its
outstanding long-term debt by approximately $13.9 billion through
liability management initiatives, including the previously announced
redemptions of trust preferred securities. Coupled with the ongoing
natural maturing of long-term debt that requires no refinancing, these
initiatives result in lower borrowing costs and reduce the overall level
of Citigroup’s long-term debt outstanding. Citigroup will continue to
consider opportunities to repurchase its long-term as well as short-term
debt based on several factors, including without limitation the economic
value, potential impact on Citigroup’s net interest margin and borrowing
costs and the overall remaining tenor of its debt portfolio.

The Offers were made on the terms and subject to the conditions
contained in the tender offer memorandum dated 21 November 2012 (the “Tender
Offer Memorandum”) as supplemented by the announcement made on 6
December 2012. Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender Offer
Memorandum.

The Company hereby announces that it has accepted for purchase (i) all
2014 Notes validly tendered in full; and (ii) the 2015 Notes validly
tendered with a Scaling Factor of 39.09% in order to achieve the
repurchase of €75 million in nominal amount of 2015 Notes, and resulting
in an aggregate nominal amount of Notes repurchased of €672,510,000. The
Purchase Price for each Series of Notes was determined at or around 2:00
p.m. (London time) today in accordance with the terms set out in the
Tender Offer Memorandum by reference to the sum of the relevant Fixed
Spread and the Interpolated Reference Rate or the Interpolated Mid-Swap
Rate (as applicable) as follows:

2014 Notes

2015 Notes

ISIN

XS0433943718

XS0563159184

Outstanding Nominal Amount

€1,500,000,000

€1,199,592,000

Maximum Series Tender Cap

€650,000,000

€75,000,000

Nominal Amount accepted for purchase

€597,510,000

€75,000,000

Benchmark

Interpolated Reference Rate

Interpolated Mid-Swap Rate

Interpolated Reference Rate or Interpolated Mid-Swap Rate

0.431%

0.412%

Fixed Spread

25 bps

65 bps

Purchase Yield

0.681%

1.062%

Purchase Price

110.013%

108.505%

Accrued Interest

3.617%

0.175%

Outstanding Nominal Amount after the Settlement Date

€902,490,000

€1,124,592,000

The applicable Purchase Price, together with Accrued Interest, will be
paid to Noteholders whose Notes have been accepted for purchase by the
Company. The Settlement Date for the Offers is expected to be 12
December 2012.

Citigroup Inc. has retained its affiliate Citigroup Global Markets
Limited to serve as Dealer Manager and Lucid Issuer Services Limited has
been retained to serve as Tender Agent for the Offers.

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision
is made with respect to the Offers. If any Noteholder is in any doubt as
to the action it should take, it is recommended to seek its own
financial advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other independent
financial adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender Notes in the
Offers. None of Citigroup Inc., the Dealer Managers or the Tender Agent
nor any of their respective directors, employees or affiliates makes any
recommendation whether Noteholders should tender Notes in the Offers.

###

Citi, the leading global bank, has approximately 200 million customer
accounts and does business in more than 160 countries and jurisdictions.
Citi provides consumers, corporations, governments and institutions with
a broad range of financial products and services, including consumer
banking and credit, corporate and investment banking, securities
brokerage, and wealth management. Additional information may be found at www.citigroup.com.

Certain statements in this release, including without limitation the
anticipated consummation and successful completion of the Offers
(including the satisfaction of the conditions described in the Tender
Offer Memorandum), the possible amendment, extension or abandonment of
one or more of the Offers, and Citigroup Inc.’s successful execution of
its liability management strategy, are “forward-looking statements”
within the meaning of the rules and regulations of the U.S. Securities
and Exchange Commission. These statements are based on management’s
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from those included
in these statements due to a variety of factors, including without
limitation (i) the level of participation in the Offers, and (ii) the
precautionary statements included in this release and in the Tender
Offer Memorandum, and those contained in Citigroup Inc.’s filings with
the U.S. Securities and Exchange Commission, including without
limitation the “Risk Factors” section of Citigroup Inc.’s 2011 Annual
Report on Form 10-K.

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